8th May 2007 09:47
Baydonhill PLC08 May 2007 Baydonhill Plc Fund Raising by the Company The directors of Baydonhill Plc ("Baydonhill" or "Company") ("Directors") arepleased to announce that the Company has raised £524,000 by way of a placing of9,113,042 new ordinary shares of 1 pence each in the Company ("Ordinary Shares")at 5.75 pence per share with Ekwienox FX Limited ("Ekwienox") and certainDirectors ("Placing") pursuant to investment agreements ("Investment Agreements"). The Directors believe that the Placing and Convertible Loan, asdescribed below, will provide additional working capital in order for theCompany to trade until it becomes cash flow generative. The Company today signed a three year convertible loan facility agreement,making available a further £476,000 by way of a convertible loan ("ConvertibleLoan") advanced by Ekwienox ("Convertible Loan Agreement"). The ConvertibleLoan, or any amount outstanding under the Convertible Loan Agreement, isconvertible into new Ordinary Shares in the Company at 5.75 pence per share atany time up to 30 April 2010. The Convertible Loan, or any amount outstandingunder the Convertible Loan Agreement, will bear interest at 3.75% above LIBORuntil conversion or repayment. The Company plans to use the funding capability to develop its CorporateDivision in the UK market. The Company is expanding its business in thecorporate sector, offering bespoke corporate F/X solutions to UK companies inthe small and mid-market. Baydonhill's Corporate division will focus ondelivering exceptionally high service levels to its clients, enabling effectivecurrency risk management. Baydonhill has already established a highlyexperienced team - including a Corporate Sales Team - in order to drive theCompany's growth in the market. The Corporate offering is underpinned by aninnovative, secure e-commerce portal that will enable Baydonhill's corporateclients to view, manage and transact their currency requirements online. Byoffering its e-commerce portal as an F/X system with bespoke security andpricing options, and with straight through processing from customer contactthrough to payment, Baydonhill is confident that it will be able to deliver themost up-to-date F/X trading solution available in the United Kingdom today forcorporate customers. Baydonhill's Corporate Division will complement itscurrent reputation in the United Kingdom as a key provider of services to retailclients, encompassing the arrangement of international mortgages, foreigncurrency transfers, regular payment plans and international insurance Pursuant to an investment agreement between the Company and Ekwienox, the5,552,295 warrants to subscribe for further Ordinary Shares held by Ekwienoxwill be re-priced at 6.5 pence per share, and will continue to be exercisable atany time until 31 March 2011. In addition, the 7,508,730 anti dilution warrantsto subscribe for Ordinary Shares held by Ekwienox will also be re-priced at 6.5pence per share. As part of Wayne Mitchell and Tania Brownhill's (General Manager, CorporateDivision) employment contract, they will also be issued 772,268 new OrdinaryShares at par value ("Employment Shares"). Following the Placing and issue of Employment Shares, the interests in theCompany of the Directors who participated in the Placing and Ekwienox are asfollows: Current New Ordinary Employment Total holding % of enlarged Shareholding Shares issued Shares issued share capital pursuant to the in the Placing CompanyWayne Mitchell - 260,869 672,268 933,137 3.83Timothy Sullivan 48,330 86,956 - 135,286 0.55Ian Collins 3,500 69,565 - 73,065 0.30Ekwienox 7,480,855 8,695,652 - 16,176,507 66.34Tania Brownhill - - 100,000 100,000 0.41 The Placing, Investment Agreements and Convertible Loan Agreement constituterelated party transactions for the purposes of the AIM Rules. The IndependentDirectors, having consulted with Blue Oar Securities Plc, the Company'snominated adviser, consider that the terms of the Placing, Investment Agreementsand Convertible Loan Agreement are fair and reasonable insofar as the Company'sshareholders are concerned. Application has been made for the new Ordinary Shares to be admitted to AIM anddealings are expected to commence on 11 May 2007. Following the issue of newOrdinary Shares, the number of Ordinary Shares in issue will be 24,384,015. Enquiries: Wayne Mitchell Tel: +44(0) 207 594 0515Baydonhill Plc Oliver Cairns / Romil Patel Tel: +44 (0) 207 448 4400Blue Oar Securities Plc This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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